What changed in this filing

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Item 5. Other Information

2024-10-24 compared with 2024-07-25 · 34 added, 16 removed, 30 unchanged (63% of the section changed)

1 unchanged sentence

c) Insider Trading Arrangements and Policies

On May 20, 2024 , Desiree Burke , the Company's Chief Financial Officer and Treasurer , entered into a pre-arranged written stock sale plan in accordance with Rule 10b5-1 (the “Burke Rule 10b5-1 Plan”) under the Exchange Act for the sale of shares of the Company’s common stock.

The Burke Rule 10b5-1 Plan was entered into during an open trading window in accordance with the Company’s policies regarding transactions in the Company’s securities and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

The Burke Rule 10b5-1 Plan provides for the potential sale of shares of the Company’s common stock, including upon the vesting and settlement of restricted stock awards, between January 2, 2025 and January 31, 2025.

The aggregate number of shares of common stock that will be available for sale under the Burke Rule 10b5-1 Plan is not yet determinable because certain awards are subject to Company performance award metrics and will be net of shares sold to satisfy tax withholding obligations that arise in connection with the vesting and settlement of such restricted stock awards.

On September 13, 2024 , Matthew Demchyk , the Company's Senior Vice President and Chief Investment Officer , entered into a pre-arranged written stock sale plan in accordance with Rule 10b5-1 (the “Demchyk Rule 10b5-1 Plan”) under the Exchange Act for the sale of shares of the Company’s common stock.

The Demchyk Rule 10b5-1 Plan was entered into during an open trading window in accordance with the Company’s policies regarding transactions in the Company’s securities and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

The Demchyk Rule 10b5-1 Plan provides for the potential sale of shares of the Company’s common stock, including upon the vesting and settlement of restricted stock awards, between January 1, 2025 and September 30, 2025.

The aggregate number of shares of common stock that will be available for sale under the Demchyk Rule 10b5-1 Plan is not yet determinable because the awards will be net of shares sold to satisfy tax withholding obligations that arise in connection with the settlement of such restricted stock awards.

As such, for purposes of this disclosure, the aggregate number of shares of common stock available for sale prior to tax withholding on vested shares is 75,000 .

The Burke Rule 10b5-1 Plan includes a representation from Ms.

Burke to the broker administering the plan that she was not in possession of any material nonpublic information regarding the Company or the securities subject to the Burke Rule 10b5-1 Plan at the time it was entered into.

A similar representation was made to the Company in connection with the adoption of the Burke Rule 10b5-1 Plan under the Company’s policies regarding transactions in the Company’s securities.

Those representations were made as of the date of adoption of the Burke Rule 10b5-1 Plan, and speak only as of such date.

In making those representations, there is no assurance with respect to any material nonpublic information of which Ms.

Burke was unaware, or with respect to any material nonpublic information acquired by Ms.

Burke or the Company after the date of the representation.

On May 24, 2024 , Brandon Moore , the Company's Chief Operating Officer, General Counsel and Secretary , entered into a pre-arranged written stock sale plan in accordance with Rule 10b5-1 (the “Moore Rule 10b5-1 Plan”) under the Exchange Act for the sale of shares of the Company’s common stock.

The Demchyk Rule 10b5-1 Plan includes a representation from Mr.

Demchyk to the broker administering the plan that he was not in possession of any material nonpublic information regarding the Company or the securities subject to the Demchyk Rule 10b5-1 Plan at the time it was entered into.

A similar representation was made to the Company in connection with the adoption of the Demchyk Rule 10b5-1 Plan under the Company’s policies regarding transactions in the Company’s securities.

Those representations were made as of the date of adoption of the Demchyk Rule 10b5-1 Plan, and speak only as of such date.

In making those representations, there is no assurance with respect to any material nonpublic information of which Mr.

Demchyk was unaware, or with respect to any material nonpublic information acquired by Mr.

Demchyk or the Company after the date of the representation.

On September 13, 2024 , Brandon Moore , the Company's President, Chief Operating Officer, and Secretary , entered into a pre-arranged written stock sale plan in accordance with Rule 10b5-1 (the “Moore Rule 10b5-1 Plan”) under the Exchange Act for the sale of shares of the Company’s common stock.

The Moore Rule 10b5-1 Plan was entered into during an open

trading window in accordance with the Company’s policies regarding transactions in the Company’s securities and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

The Moore Rule 10b5-1 Plan provides for the potential sale of shares of the Company’s common stock, including upon the vesting and settlement of restricted stock awards, between August 22, 2024 and December 31, 2024.

The aggregate number of shares of common stock that will be available for sale under the Moore Rule 10b5-1 Plan is not yet determinable because the awards will be net of shares sold to satisfy tax withholding obligations that arise in connection with the settlement of such restricted stock awards.

8 unchanged sentences

Exhibit Description of Exhibit

3.1 Amended and Restated Articles of Incorporation of Gaming and Leisure Properties, Inc.

(Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on June 15, 2018).

3.2 Second Amended and Restated Bylaws of Gaming and Leisure Properties, Inc.

(Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on December 13, 2023.)

4.1 Thirteenth Supplemental Indenture, dated as of August 6, 2024, among GLP Capital, L.P.

and GLP Financing II, Inc.

as Issuers, Gaming and Leisure Properties, Inc.

as Parent Guarantor, and Computershare Trust Company, N.A.

as successor to Wells Fargo Bank, National Association, as Trustee (Incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on August 12, 2024).

4.2 Fourteenth Supplemental Indenture, dated as of August 6, 2024, among GLP Capital, L.P.

and GLP Financing II, Inc.

as Issuers, Gaming and Leisure Properties, Inc.

as Parent Guarantor, and Computershare Trust Company, N.A.

as successor to Wells Fargo Bank, National Association, as Trustee (Incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on August 12, 2024).

4.3 Form of 2034 Note (Included in Exhibit 4.1 above)

4.4 Form of 2054 Note (Included in Exhibit 4.2 above)

10.1 Binding Term Sheet, dated July 11, 2024, by and between GLP Capital, L.P.

and Bally's Corporation (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on July 12, 2024).

22.1 * List of Subsidiary Issuers of Guaranteed Securities

5 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2022.

101 The following financial information from Gaming and Leisure Properties, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, formatted in Inline XBRL:

101 The following financial information from Gaming and Leisure Properties, Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, formatted in Inline XBRL:

(i) Condensed Consolidated Balance Sheets, ii) Condensed Consolidated Statements of Income, (iii) Condensed Consolidated Statements of Changes in Equity, (iv) Condensed Consolidated Statements of Cash Flows and (v) Notes to the Condensed Consolidated Financial Statements.

104 The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, formatted in Inline XBRL and contained in Exhibit 101.

104 The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, formatted in Inline XBRL and contained in Exhibit 101.

* Filed herewith

2 unchanged sentences

GAMING AND LEISURE PROPERTIES, INC.

July 25, 2024 By:

October 24, 2024 By:

/s/ DESIREE A.

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information